Revised Notice of 33rd Annual General Meeting

TACENT PROJECTS LIMITED 33 ANNUAL REPORT 2025 - 26 33RD ANNUAL REPORT 2025-26 REFERENCE INFORMATION BOARD OF DIRECTORS Ms. Somali Trivedi Chairperson & Independent Director Mr. Mohit Sharma Whole Time Director (Change in designation as an Executive Whole Time Director w.e.f.23rd May, 2025) Mr. Vaibhav Goel Whole Time Director and Chief Financial Officer (Resigned on 08.04.2025) Mr. Ankit Tayal Director (Category: Non-Executive) (Re-designated as Non-Executive Director w.e.f. 27.08.2025) Ms. Jagriti Ojha Independent Director Mr. Neeraj Chaudhary Additional Director (Category: Executive) (Appointed w.e.f. 31.07.2026) & Change in designation as an Whole Time Director w.e.f.11th August, 2026 subject to Members Approval) KEY MANAGERIAL PERSONNEL Mr. Mohit Sharma Whole Time Director & Chief Financial Officer Ms. Priyanka Ram Company Secretary & Compliance Officer AUDIT COMMITTEE Ms. Jagriti Ojha Chairperson Ms. Somali Trivedi Member Mr. Mohit Sharma Member NOMINATION & REMUNERATION COMMITTEE Ms. Jagriti Ojha Chairperson Ms. Somali Trivedi Member Mr. Ankit Tayal Member (Appointed w.e.f.27.08.2025) Mr. Mohit Sharma Member (Resigned on 27.08.2025) STAKEHOLDERS' RELATIONSHIP COMMITTEE Ms. Somali Trivedi Chairperson Ms. Jagriti Ojha Member Mr. Mohit Sharma Member SECRETARIAL AUDITOR M/s. Jain P & Associates Practicing Company Secretary (PCS) B-40, Phase-2, Vivek Vihar, Delhi-110095 E-mail: jainpandassociates@gmail.com STATUTORY AUDITOR M/s. VSSA & Associates Chartered Accountants A-1/255, Safdarjung Enclave, New Delhi-110 029 E-mail: vssaassociates@gmail.com TACENT PROJECTS LIMITED INTERNAL AUDITOR Mr. Jugal Kishore Sharma REGISTRAR & SHARE TRANSFER AGENT Skyline Financial Services Private Limited D-153A, First Floor, Okhla Industrial Area, Phase-1, New Delhi- 110020 E-mail:info@skylinerta.com CIN L74899DL1993PLC052461 REGISTERED OFFICE H No. 1/61-B, Vishwas Nagar, Shahdara, East Delhi- 110032 BANKERS ICICI Bank Limited SHARES LISTED AT BSE Limited E-MAIL rahulmerchandising@gmail.com WEBSITE www .TacentProjects.in 33RD ANNUAL REPORT 2025-26 TABLE OF CONTENTS S.No. Content Page No. 1. Notice of AGM 4-37 2. Board's Report 38-55 3. Corporate Governance Report 56-72 4. Management Discussion & Analysis Report 73-79 5. Compliance Certificate on Corporate Governance 80 6. CEO/CFO Certification 81 7. Compliance with code of conduct 82 8. Standalone: Auditor's Report 83-92 Balance Sheet 92 Profit and Loss Account 93 Cash Flow Statement 94 Notes 96-109 TACENT PROJECTS LIMITED NOTICE OF 33rd ANNUAL GENERAL MEETING NOTICE is hereby given that the 33rd Annual General Meeting (AGM) of the members of the Company will be held on Thursday, 10th Day of September, 2026 at 01:00 P.M. through video conferencing (VC) to transact the following business (es):- ORDINARY BUSINESS: 1. Adoption of Audited Standalone Financial Statements for the Financial Year ended on 31st March, 2026 To receive, consider and adopt the standalone audited financial statements of the Company for the financial year ended on 31st March, 2026 including the audited Balance Sheet as at 31st March, 2026, Profit & Loss Statement for the financial year ended on that date together with the Reports of Board of Directors and Auditors thereon and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolutions as an Ordinary Resolution: "RESOLVED THAT the standalone audited financial statement of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted." 2. Re-Appointment of Mr. Ankit Tayal (DIN: 03055997), Non- Executive Director, liable to retire by rotation To re-appoint Mr. Ankit Tayal (DIN: 03055997) who retires by rotation as Director, being eligible, offers himself for re-appointment and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Ankit Tayal (DIN: 03055997), who retires by rotation at this meeting and being eligible, offers himself for re-appointment, be and is hereby appointed as a Non-Executive Director of the Company." SPECIAL BUSINESS: 3. Increase in the Authorized Share Capital of the Company To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Sections 61, 64 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Rules made thereunder (including any statutory modification(s), amendment(s), re-enactment(s) or substitution thereof for the time being in force), the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Memorandum and Articles of Association of the Company and subject to such approvals, permissions, sanctions and consents as may be required from the statutory, regulatory or other appropriate authorities, the consent of the Members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from the existing Rs.10,00,00,000/- (Rupees Ten Crore Only) divided into 80,00,000 (Eighty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 8,00,00,000/- (Rupees Eight Crore Only) and 2,00,000 (Two Lakh) Preference Shares of Rs. 100/- (Rupees One Hundred Only) each aggregating to Rs. 2,00,00,000/- (Rupees Two Crore Only) to Rs. 22,00,00,000/- (Rupees Twenty-Two Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) and 2,00,000 (Two Lakh) Preference Shares of Rs. 100/- (Rupees One Hundred Only) each aggregating to Rs. 2,00,00,000/- (Rupees Two Crore Only) by creation of 1,20,00,000 (One Crore Twenty Lakh) additional Equity Shares of Rs.10/- (Rupees Ten Only) each, ranking pari-passu in all respects with the existing Equity Shares of the Company. RESOLVED FURTHER THAT the increased Authorised Share Capital shall be available for issuance of Equity Shares and/or any securities convertible into Equity Shares, including but not limited to fully or partly convertible warrants, convertible debentures, convertible preference shares or such other securities or instruments as may be permitted under the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and 33RD ANNUAL REPORT 2025-26 Disclosure Requirements) Regulations, 2018, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, as may be approved by the Board of Directors and the Members of the Company from time to time. RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to include any Committee thereof or any Director(s), the Company Secretary or any other officer(s) authorised by the Board) be and is hereby authorised to do all such acts, deeds, matters and things, execute all such documents, writings, applications, forms and returns, file Form SH-7 and such other statutory forms, returns or documents as may be required with the Registrar of Companies and other statutory or regulatory authorities, make such modifications or amendments as may be required by any statutory or regulatory authority, and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient for the purpose of giving effect to this Resolution. 4. Alteration of Clause V (Capital Clause) of The Memorandum of Association of the Company To consider and, if thought fit, to pass, with or without modifica [Showing first 8,000 characters — download PDF for full document]